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                                                                     EXHIBIT 3.2



                           CERTIFICATE OF DESIGNATION
                       OF THE VOTING POWERS, DESIGNATION,
                    PREFERENCES AND RELATIVE, PARTICIPATING,
              OPTIONAL OR OTHER SPECIAL RIGHTS AND QUALIFICATIONS,
                       LIMITATIONS OR RESTRICTIONS OF THE
                          6.5% FIXED COUPON REDEEMABLE
                          PREFERRED STOCK, SERIES A OF
                                NTL INCORPORATED

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                        PURSUANT TO SECTION 151(g) OF THE
                GENERAL CORPORATION LAW OF THE STATE OF DELAWARE

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         The undersigned, Executive Vice President, General Counsel and
Secretary of NTL Incorporated, a Delaware corporation (the "Corporation"),
HEREBY CERTIFIES that the Board of Directors, in accordance with Article FOURTH,
Section B of the Corporation's Restated Certificate of Incorporation (the
"Certificate of Incorporation") and Section 151(g) of the Delaware General
Corporation Law (the "DGCL"), has authorized the creation of the series of the
Corporation's preferred stock hereinafter provided for and has established the
dividend, redemption and voting rights thereof and has adopted the following
resolution (the "Certificate of Designation"), creating the following new series
of the Corporation's preferred stock:

         "BE IT RESOLVED that, pursuant to authority expressly granted to the
Board of Directors of the Corporation by the provisions of Article FOURTH,
Section B of the Certificate of Incorporation and Section 151(g) of the DGCL,
there is hereby created and authorized the issuance of a new series of the
Corporation's preferred stock, par value $0.01 per share ("Preferred Stock"),
with the following powers, designation, dividend rights, voting powers, rights
on liquidation, redemption rights and other preferences and relative,
participating, optional or other special rights and with the qualifications,
limitations or restrictions on the shares of such series (in addition to the
powers, designation, preferences and relative, participating, optional or other
special rights and qualifications, limitations or restrictions thereof set forth
in the Certificate of Incorporation that are applicable to each series of
Preferred Stock) hereinafter set forth.

      (1) Number and Designation. 12,194 shares of the Preferred Stock shall be
designated as "6.5% Fixed Coupon Redeemable Preferred Stock, Series A of NTL
Incorporated", including, in the case of any reclassification, recapitalization,
or other change to such Preferred Stock or, in the case of a consolidation or
merger of the Corporation with or into another Person affecting such Preferred
Stock, such capital stock to which a Holder shall be entitled upon the
occurrence of such event (the "6.5% Fixed Coupon Redeemable Preferred Stock,
Series A"), and no other shares of Preferred Stock shall be designated as "6.5%
Fixed Coupon Redeemable Preferred Stock, Series A". Any shares of 6.5% Fixed
Coupon Redeemable Preferred Stock, Series A redeemed or otherwise acquired by
the Corporation shall be retired and shall resume the status of authorized and
unissued shares of Preferred Stock, without designation as to series, until such
shares are once more designated as part of a particular series of Preferred
Stock by the Board of Directors.
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     (2) Definitions. For purposes of the 6.5% Fixed Coupon Redeemable Preferred
Stock, Series A, the following terms shall have the meanings indicated:

     "Affiliate" means with respect to any specified Person, any other Person
     that directly, or indirectly through one or more intermediaries, controls,
     is controlled by, or is under common control with, such specified Person.

     "Bankruptcy Event" shall mean any of the following: (I) a court having
     jurisdiction in the premises entering a decree or order for (A) relief in
     respect of any Major Entity in an involuntary case under any applicable
     bankruptcy, insolvency or other similar law now or hereinafter in effect,
     (B) appointment of a receiver, liquidator, assignee, custodian, trustee,
     sequestrator or similar official of any Major Entity or for all or
     substantially all of the property and assets of any Major Entity or (C) the
     winding up or liquidation of the affairs of any Major Entity; or (II) any
     Major Entity (A) commences a voluntary case under any applicable
     bankruptcy, insolvency or other similar law now or hereinafter in effect,
     or consents to the entry of an order for relief in an involuntary case
     under any such law, (B) consents to the appointment of or taking possession
     by a receiver, liquidator, assignee, custodian, trustee, sequestrator or
     similar official of any Major Entity, or for all or substantially all of
     the property and assets of any Major Entity or (C) effects any general
     assignment for the benefit of creditors.

     "Board of Directors" shall mean the board of directors of the Corporation.

     "Business Day" shall mean any day other than a Saturday, Sunday or a day on
     which state or federally chartered banking institutions in New York, New
     York, U.S.A. or banking institutions duly authorized under the laws of the
     French Republic are not required to be open.

     "By-laws" means the by-laws of the Corporation as amended as of the date
     hereof and as may be amended from time to time.

     "Certificate of Designation" shall have the meaning set forth in the
     preamble.

     "Certificate of Incorporation" shall have the meaning set forth in the
     preamble.

     "Common Stock" shall mean the Corporation's common stock, par value $0.01
     per share.

     "Corporation" shall have the meaning set forth in the preamble.

     "DGCL" shall have the meaning set forth in the preamble.

     "Dividend Payment Date" shall mean the applicable redemption date(s) of the
     6.5% Fixed Coupon Redeemable Preferred Stock, Series A as determined
     pursuant to paragraph (6)(a) or (6)(b).


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     "Dividend Periods" shall mean annual dividend periods commencing on the
     Issue Date and ending on and including the day preceding the first day of
     the next succeeding Dividend Period and the final Dividend Period shall end
     on but exclude the final Dividend Payment Date as determined pursuant to
     paragraph (6)(a) or (6)(b).

     "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended,
     and the rules and regulations promulgated thereunder.

     "5% Cumulative Preferred, Series A" shall have the meaning set forth in
     paragraph (3)(d).

     "5% Preferred Stock, Series A" shall have the meaning set forth in
     paragraph (3)(d).

     "5% Preferred Stock, Series B" shall have the meaning set forth in
     paragraph (3)(d).

     "5% Series A" shall have the meaning set forth in paragraph (3)(d).

     "5% Series B" shall have the meaning set forth in paragraph (3)(d).

     "GAAP" means United States generally accepted accounting principles and
     practices as in effect from time to time and applied consistently
     throughout the periods involved.

     "Holder" and "Holders", as the case may be, shall mean France Telecom S.A.,
     a company duly organized under the laws of the French Republic and any
     Person to which shares of 6.5% Fixed Coupon Redeemable Preferred Stock,
     Series A shall have been transferred pursuant to and in compliance with
     paragraph (10).

     "Investment Agreement" shall mean the Investment Agreement, dated July 26,
     1999, as amended, by and between the Corporation and the Holder.

     "Issue Date" shall mean the date on which shares of 6.5% Fixed Coupon
     Redeemable Preferred Stock, Series A are first issued by the Corporation.

     "Junior Securities" shall have the meaning set forth in paragraph (3)(c).

     "Junior Securities Distributions" shall have the meaning set forth in
     paragraph (4)(d).

     "Liquidation Right" shall mean, for each share of 6.5% Fixed Coupon
     Redeemable Preferred Stock, Series A, an amount equal to $10,000.00 per
     share, plus an amount equal to all dividends (whether or not earned or
     declared) accrued and unpaid thereon to the date of final distribution to
     such holders.

     "Major Entity" shall mean any of the Corporation, NTL (Delaware), Inc., NTL
     Communications Corp., Diamond Cable Communications Limited, Diamond
     Holdings Limited, NTL (Triangle) LLC or any Significant Subsidiary of the
     Corporation.

     "Mandatory Redemption Date" shall have the meaning set forth in paragraph
     (6)(b).


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     "Mandatory Redemption Obligation" shall have the meaning set forth in
     paragraph (6)(c).

     "outstanding", when used with reference to shares of stock, shall mean
     issued shares, excluding shares held by the Corporation or a subsidiary of
     the Corporation.

     "Parity Securities" shall have the meaning set forth in paragraph (3)(b).

     "Person" shall mean any individual, partnership, association, joint
     venture, corporation, business, trust, joint stock company, limited
     liability company, any unincorporated organization, any other entity, a
     "group" of such persons, as that term is defined in Rule 13d-5(b) under the
     Exchange Act, or a government or political subdivision thereof.

     "Preferred Shares" shall have the meaning set forth in paragraph (8)(c).

     "Preferred Stock" shall have the meaning set forth in the first paragraph
     of this resolution.

     "Rights" shall mean rights to subscribe for or purchase shares of any class
     or series of capital stock of the Corporation, which rights are (a) deemed
     to be transferred with shares of Common Stock and (b) issued in respect of
     future issuances of Common Stock, in each case until the occurrence of
     specified events or circumstances.

     "Rights Agreement" shall mean the agreement, dated as of October 13, 1993,
     as amended, between the Corporation and Continental Stock Transfer & Trust
     Company or any successor plan of similar purpose and effect.

     "Senior Securities" shall have the meaning set forth in paragraph (3)(a).

     "set apart for payment" shall be deemed to include, without any action
     other than the following, the recording by the Corporation in its
     accounting ledgers of any accounting or bookkeeping entry which indicates,
     pursuant to a declaration of dividends or other distribution by the Board
     of Directors, the allocation of funds to be so paid on any series or class
     of capital stock of the Corporation; provided, however, that, if any funds
     for any class or series of Junior Securities or any class or series of
     Parity Securities are placed in a separate account of the Corporation or
     delivered to a disbursing, paying or other similar agent, then "set apart
     for payment" with respect to the 6.5% Fixed Coupon Redeemable Preferred
     Stock, Series A shall mean placing such funds in a separate account of the
     Corporation or delivering such funds to a disbursing, paying or other
     similar agent, as the case may be.

     "Share Account Pledge Agreement" shall mean the Share Account Pledge
     Agreement by and between the Corporation and France Telecom S.A.

     "Significant Subsidiary" shall have the meaning given to such term in
     Regulation S-X under the Exchange Act.


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     "6.5% Fixed Coupon Redeemable Preferred Stock, Series A" shall have the
     meaning set forth in paragraph (1).

     "subsidiaries" of any Person means any corporation, partnership, joint
     venture, limited liability company, trust, estate or other Person of which
     (or in which), directly or indirectly, more than 50% of (a) the issued and
     outstanding capital stock having ordinary voting power to elect a majority
     of the board of directors of such corporation (irrespective of whether at
     the time capital stock of any other class or classes of such corporation
     shall or might have voting power upon the occurrence of any contingency),
     (b) the interest in the capital or profits of such partnership, joint
     venture or limited liability company or other Person or (c) the beneficial
     interest in such trust or estate, is at the time owned by such first
     Person, or by such first Person and one or more of its other subsidiaries
     or by one or more of such Person's other subsidiaries.

     "13% Preferred" shall have the meaning set forth in paragraph (3)(d).

     "Trigger Event" shall have the meaning set forth in paragraph (8)(b).

     "Trigger Event Cure" shall have the meaning set forth in paragraph (8)(b).

     "Variable Coupon Preferred, Series A" shall have the meaning set forth in
     paragraph (3)(d).

     "Variable Coupon Preferred Stock, Series A" shall have the meaning set
     forth in paragraph (3)(d).

     (3) Rank. Any class or series of capital stock (or any options, warrants or
rights exerciseable for or convertible into any such class or series of capital
stock) of the Corporation shall be deemed to rank:

         (a) prior to the 6.5% Fixed Coupon Redeemable Preferred Stock, Series
A, either as to the payment of dividends or as to distribution of assets upon
liquidation, dissolution or winding up, or both, if the holders of such class or
series shall be entitled by the terms thereof to the receipt of dividends and of
amounts distributable upon liquidation, dissolution or winding up, in preference
or priority to the Holders of 6.5% Fixed Coupon Redeemable Preferred Stock,
Series A ("Senior Securities");

         (b) on a parity with the 6.5% Fixed Coupon Redeemable Preferred Stock,
Series A, either as to the payment of dividends or as to distribution of assets
upon liquidation, dissolution or winding up, or both, whether or not the
dividend rates, dividend payment dates or redemption or liquidation prices per
share thereof be different from those of the 6.5% Fixed Coupon Redeemable
Preferred Stock, Series A, if the holders of shares of 6.5% Fixed Coupon
Redeemable Preferred Stock, Series A and of such class of stock or series shall
be entitled by the terms thereof to the receipt of dividends or of amounts
distributable upon liquidation, dissolution or winding up, or both, in
proportion to their respective amounts of accrued and unpaid dividends per share
or liquidation preferences, without preference or priority one over the other
and such class of stock or series is not a class of Senior Securities ("Parity
Securities"); and


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         (c) junior to the 6.5% Fixed Coupon Redeemable Preferred Stock, Series
A, either as to the payment of dividends or as to the distribution of assets
upon liquidation, dissolution or winding up, or both, if such stock or series
shall be Common Stock or if the Holders of shares of 6.5% Fixed Coupon
Redeemable Preferred Stock, Series A shall be entitled to receipt of dividends,
and of amounts distributable upon liquidation, dissolution or winding up, in
preference or priority to the holders of shares of such stock or series ("Junior
Securities").

         (d) Each of the 13% Senior Redeemable Exchangeable Preferred Stock of
the Corporation and the 13% Series B Senior Redeemable Exchangeable Preferred
Stock of the Corporation (collectively, the "13% Preferred") is a Senior
Security. Each of the Series A Junior Participating Preferred Stock of the
Corporation and Common Stock is a Junior Security. Each of (i) the 5% Cumulative
Participating Convertible Preferred Stock, Series A of the Corporation (the "5%
Series A") and any dividends paid on the 5% Series A in accordance with its
terms, to the extent that such dividends are paid in shares of preferred stock
having terms substantially identical to the 5% Series A and any dividends paid
on preferred stock issued as in-kind dividends thereon, to the extent such
dividends are paid in shares of preferred stock having terms substantially
identical to the 5% Series A (the 5% Series A and all such in-kind dividends
being hereinafter referred to as the "5% Preferred Stock, Series A"), (ii) the
5% Cumulative Preferred Stock, Series A of the Corporation (the "5% Cumulative
Preferred, Series A"), (iii) the 5% Cumulative Participating Convertible
Preferred Stock, Series B of the Corporation (the "5% Series B") and any
dividends paid on the 5% Series B in accordance with its terms, to the extent
that such dividends are paid in shares of preferred stock having terms
substantially identical to the 5% Series B and any dividends paid on preferred
stock issued as in-kind dividends thereon, to the extent such dividends are paid
in shares of preferred stock having terms substantially identical to the 5%
Series B (the 5% Series B and all such in-kind dividends being hereinafter
referred to as the "5% Preferred Stock, Series B"), and (iv) the Variable Coupon
Redeemable Preferred Stock, Series A of the Corporation (the "Variable Coupon
Preferred, Series A") and any dividends paid on the Variable Coupon Preferred,
Series A in accordance with its terms, to the extent that such dividends are
paid in additional shares of Variable Coupon Preferred, Series A (the Variable
Coupon Preferred, Series A and all such in-kind dividends being hereinafter
referred to as the "Variable Coupon Preferred Stock, Series A") is a Parity
Security. There shall be no issue of Senior Securities, Parity Securities or
options, warrants or rights exercisable for or convertible into any such
securities, except as approved by Holders of 6.5% Fixed Coupon Redeemable
Preferred Stock, Series A pursuant to paragraph (8)(e).

         (e) The respective definitions of Senior Securities, Junior Securities
and Parity Securities shall also include any options, warrants or rights
exercisable for or convertible into any of the Senior Securities, Junior
Securities and Parity Securities, as the case may be. The 6.5% Fixed Coupon
Redeemable Preferred Stock, Series A shall be subject to the creation of Junior
Securities, Parity Securities and Senior Securities as set forth herein.

         (4) Dividends. (a) The Holders of shares of 6.5% Fixed Coupon
Redeemable Preferred Stock, Series A shall be entitled to receive, when, as and
if declared by the Board of Directors, out of funds legally available for the
payment of dividends, dividends at the annual rate of 6.5% payable by the
Corporation in cash. All dividends on the 6.5% Fixed Coupon Redeemable Preferred
Stock, Series A shall be payable by the Corporation in arrears on a

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Dividend Payment Date (except, in the case of a redemption by the Corporation of
shares of 6.5% Fixed Coupon Redeemable Preferred Stock, Series A pursuant to
paragraph (6)(a), then the accrued and unpaid dividends will only be paid with
respect to the shares of 6.5% Fixed Coupon Redeemable Preferred Stock, Series A
redeemed by the Corporation pursuant to paragraph (6)(a) on such date) and shall
be cumulative from the Issue Date whether or not in any Dividend Period or
Dividend Periods there shall be funds of the Corporation legally available for
the payment of such dividends. The total accumulative dividends for all Dividend
Periods ending on or prior to the applicable redemption date(s) of the 6.5%
Fixed Coupon Redeemable Preferred Stock, Series A as determined pursuant to
paragraph (6)(a) or (6)(b) shall be payable to the Holders of record of shares
of 6.5% Fixed Coupon Redeemable Preferred Stock, Series A, as they appear on the
stock register of the Corporation at the close of business on such Dividend
Payment Date. The record date for each Dividend Payment Date will be fixed by
the Board of Directors to be any date on which the Corporation redeems shares of
6.5% Fixed Coupon Redeemable Preferred Stock, Series A pursuant to paragraph
(6)(a) or (6)(b).

         (b) The dividends payable for any period shorter or longer than a full
Dividend Period on the 6.5% Fixed Coupon Redeemable Preferred Stock, Series A
shall accrue daily and be computed on the basis of a 360-day year and the actual
number of days in such period. No interest, or sum of money in lieu of interest,
shall be payable in respect of any dividend payment or payments on the 6.5%
Fixed Coupon Redeemable Preferred Stock, Series A that may be in arrears except
as otherwise provided herein.

         (c) So long as any shares of 6.5% Fixed Coupon Redeemable Preferred
Stock, Series A are outstanding, no dividends, except as described in the next
succeeding sentence or solely with respect to Junior Securities as described in
paragraph (4)(d), shall be declared or paid or set apart for payment on Parity
Securities or Junior Securities, for any period, nor shall any Parity Securities
or Junior Securities be redeemed, purchased or otherwise acquired for any
consideration (or any moneys be paid to or made available for a sinking fund for
the redemption of any such Parity Securities or Junior Securities) by the
Corporation, except for conversion into or exchange into other Parity Securities
or Junior Securities, as the case may be, unless, in each case, (i) full
cumulative dividends on all outstanding shares of 6.5% Fixed Coupon Redeemable
Preferred Stock, Series A for all Dividend Periods terminating on or prior to
the date of such redemption, repurchase or other acquisition shall have been
paid or set apart for payment, (ii) sufficient funds shall have been paid or set
apart for payment of the dividend for the current Dividend Period with respect
to the 6.5% Fixed Coupon Redeemable Preferred Stock, Series A and (iii) the
Corporation is not in default with respect to any redemption of shares of 6.5%
Fixed Coupon Redeemable Preferred Stock, Series A by the Corporation pursuant to
paragraph (6). When dividends are not fully paid in full in cash or a sum
sufficient for such payment is not set apart for payment, as aforesaid, all
dividends declared upon shares of 6.5% Fixed Coupon Redeemable Preferred Stock,
Series A and all dividends declared upon Parity Securities shall be declared
ratably in proportion to the respective amounts of dividends accumulated and
unpaid on the 6.5% Fixed Coupon Redeemable Preferred Stock, Series A and
accumulated and unpaid on such Parity Securities.

         (d) So long as any shares of 6.5% Fixed Coupon Redeemable Preferred
Stock, Series A are outstanding, no dividends (other than (i) any Rights issued
pursuant to the Rights Agreement and (ii) dividends or distributions paid in
shares of, or options, warrants or rights to

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subscribe for or purchase shares of, Junior Securities) shall be declared or
paid or set apart for payment or other distribution declared or made upon Junior
Securities, nor shall any Junior Securities be redeemed, purchased or otherwise
acquired (other than a redemption, purchase, or other acquisition of shares of
(A) Common Stock made for purposes of an employee incentive or benefit plan of
the Corporation or any subsidiary of the Corporation, (B) Junior Securities made
for purposes of effecting a repurchase program of shares of Junior Securities,
which program was approved by an unanimous vote or written consent of the Board
of Directors subsequent to the date of this Certificate of Designation or (C)
Junior Securities paid in shares of, or options, warrants or rights to subscribe
for or purchase shares of, Junior Securities) (all such dividends,
distributions, redemptions, purchases or other acquisitions being hereinafter
referred to as "Junior Securities Distributions") for any consideration (or any
moneys be paid to or made available for a sinking fund for the redemption of any
shares of any such stock) by the Corporation, directly or indirectly (except by
conversion into or exchange for Junior Securities), unless, in each case, (I)
full cumulative dividends on all outstanding shares of 6.5% Fixed Coupon
Redeemable Preferred Stock, Series A and all other Parity Securities shall have
been paid or set apart for payment for all past Dividend Periods and dividend
periods for such Parity Securities, (II) sufficient funds shall have been paid
or set apart for payment of the dividend for the current Dividend Period with
respect to the 6.5% Fixed Coupon Redeemable Preferred Stock, Series A and Parity
Securities, (III) the Corporation is not in default with respect to any
redemption of shares of 6.5% Fixed Coupon Redeemable Preferred Stock, Series A
by the Corporation pursuant to paragraph (6), and (IV) the Corporation has fully
performed its obligations under paragraph (6).

         (e) No dividends shall be declared, set apart for payment or paid in
respect of shares of 6.5% Fixed Coupon Redeemable Preferred Stock, Series A by
the Corporation pursuant to paragraph (4)(a), except in compliance with (i)
Section 170 and Section 173 of the DGCL and (ii) all applicable laws,
regulations (including those of any self regulatory organization having
jurisdiction over the Corporation) and orders.

         (5) Liquidation Preference. (a) In the event of any liquidation,
dissolution or winding up of the Corporation, whether voluntary or involuntary,
the Holders of shares of 6.5% Fixed Coupon Redeemable Preferred Stock, Series A
then outstanding, after payment shall be made or provision for payment of the
debts and other liabilities of the Corporation and the payment or distribution
of the assets of the Corporation (whether capital or surplus) shall be made to
or set apart for payment to the holders of Senior Securities and before any
payment or distribution of the assets of the Corporation (whether capital or
surplus) shall be made to or set apart for payment to the holders of Junior
Securities, shall be entitled to be paid or receive a distribution out of the
assets of the Corporation remaining available for payment or distribution to
Holders of shares of 6.5% Fixed Coupon Redeemable Preferred Stock, Series A
equal to the Liquidation Right. If, upon any liquidation, dissolution or winding
up of the Corporation, the assets of the Corporation, or proceeds thereof,
distributable among the Holders of shares of 6.5% Fixed Coupon Redeemable
Preferred Stock, Series A shall be insufficient to pay in full the preferential
amount aforesaid and liquidating payments on any Parity Securities (as set forth
in the instrument or instruments creating such Parity Securities), then such
assets, or the proceeds thereof, shall be distributed among the holders of
shares of 6.5% Fixed Coupon Redeemable Preferred Stock, Series A and any such
other Parity Securities ratably in accordance with the respective amounts that
would be payable on such shares of 6.5% Fixed Coupon Redeemable

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Preferred Stock, Series A and any such other Parity Securities if all amounts
payable thereon were paid in full. For the purposes of this paragraph (5), (i) a
consolidation, merger or share exchange (including a holding company merger
effected pursuant to Section 251(g) of the DGCL) of the Corporation with one or
more corporations (whether or not the Corporation remains the surviving
corporation in such a transaction), or successive consolidations, mergers or
share exchanges, or (ii) a sale or transfer of all or substantially all of the
Corporation's assets, shall not be deemed to be a liquidation, dissolution or
winding up, voluntary or involuntary, of the Corporation.

         (b) Subject to the rights of the holders of any Parity Securities, upon
any liquidation, dissolution or winding up of the Corporation, after payment
shall have been made in full to the Holders of shares of 6.5% Fixed Coupon
Redeemable Preferred Stock, Series A, as provided in this paragraph (5), any
other series or class or classes of Junior Securities shall, subject to the
respective terms and provisions (if any) applying thereto, be entitled to
receive any and all assets remaining to be paid or distributed, and the Holders
of shares of 6.5% Fixed Coupon Redeemable Preferred Stock, Series A shall not be
entitled to share therein.

         (c) Except as provided in this paragraph (5), Holders of shares of 6.5%
Fixed Coupon Redeemable Preferred Stock, Series A shall not be entitled to any
payment or distribution of the assets of the Corporation (whether capital or
surplus) in the event of any liquidation, dissolution or winding-up of the
Corporation, whether voluntary or involuntary.

         (6) Redemption. (a) At any time during the period beginning on the
Issue Date until the Business Day immediately preceding the Mandatory Redemption
Date, the Corporation shall have the right, from time to time, to redeem the
outstanding shares of 6.5% Fixed Coupon Redeemable Preferred Stock, Series A,
out of funds legally available for such redemption payment, at a price equal to
$10,000.00 per share of 6.5% Fixed Coupon Redeemable Preferred Stock, Series A,
plus an amount equal to all accrued and unpaid dividends thereon, whether or not
declared, to, but excluding, the date fixed for such redemption, in cash,
without interest due in respect of the redemption payment.

         (b) If the Corporation shall not have redeemed all outstanding shares
of 6.5% Fixed Coupon Redeemable Preferred Stock, Series A pursuant to paragraph
(6)(a), to the extent the Corporation shall have funds legally available for
such redemption payment, the Corporation shall redeem all outstanding shares of
6.5% Fixed Coupon Redeemable Preferred Stock, Series A on the date that is the
sixth (6th) anniversary of the Issue Date (the "Mandatory Redemption Date") at a
redemption price equal to $10,000.00 per share of 6.5% Fixed Coupon Redeemable
Preferred Stock, Series A, plus an amount equal to all accrued and unpaid
dividends thereon, whether or not declared, to, but excluding, the Mandatory
Redemption Date, without interest, in cash.

         (c) If the Corporation is unable or shall fail to discharge its
obligation to redeem all outstanding shares of 6.5% Fixed Coupon Redeemable
Preferred Stock, Series A pursuant to paragraph (6)(b) (a "Mandatory Redemption
Obligation"), the Mandatory Redemption Obligation shall be discharged as soon as
the Corporation is able to discharge such Mandatory Redemption Obligation
pursuant to paragraph (6)(e). If, and so long as, any Mandatory Redemption
Obligation with respect to shares of 6.5% Fixed Coupon Redeemable

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Preferred Stock, Series A shall not be fully discharged, the Corporation shall
not (i) directly or indirectly, redeem, purchase, or otherwise acquire any
Parity Security or discharge any mandatory or optional redemption, sinking fund
or other similar obligation in respect of any Parity Securities (except in
connection with a redemption, sinking fund or other similar obligation to be
satisfied pro rata with shares of 6.5% Fixed Coupon Redeemable Preferred Stock,
Series A), or (ii) declare or make any Junior Securities Distribution (other
than (A) any Rights issued pursuant to the Rights Agreement and (B) dividends or
distributions paid in shares of, or options, warrants or rights to subscribe for
or purchase shares of, Junior Securities), or, directly or indirectly, discharge
any mandatory or optional redemption, sinking fund or other similar obligation
in respect of the Junior Securities (other than a redemption, sinking fund or
other similar obligation in respect of Junior Securities (I) paid in shares of,
or options, warrants or other rights to subscribe for or purchase shares of,
Junior Securities or (II) by conversion into or exchange for Junior Securities).

         (d) For purposes of paragraph (6)(a) only, unless full cumulative
dividends (whether or not declared) on all outstanding shares of 6.5% Fixed
Coupon Redeemable Preferred Stock, Series A and any Parity Securities shall have
been paid or contemporaneously are declared and paid or set apart for payment
for all Dividend Periods terminating on or prior to the applicable redemption
date and notice has been given in accordance with paragraph (7), none of the
shares of 6.5% Fixed Coupon Redeemable Preferred Stock, Series A shall be
redeemed, and no sum shall be set apart for such payment, unless shares of 6.5%
Fixed Coupon Redeemable Preferred Stock, Series A are redeemed pro rata and
notice has previously been given in accordance with paragraph (7).

         (e) The Corporation shall not be required to undertake any redemption
(or pay any monies to, or may make any monies available for, a sinking fund for
the redemption) of shares of 6.5% Fixed Coupon Redeemable Preferred Stock,
Series A pursuant to paragraph (6)(a) or (6)(b), except in compliance with (i)
Section 151(b) and Section 160 of the DGCL and (ii) all applicable laws,
regulations (including those of any self regulatory organization having
jurisdiction over the Corporation) and orders.

         (f) In the event that the Corporation fails to satisfy or cause to be
satisfied its Mandatory Redemption Obligation in whole or in part pursuant to
paragraph (6)(b) and in compliance with paragraph (6)(e) and to the extent such
Mandatory Redemption Obligation is satisfied in whole or in part through the
operation of Article V of the Share Account Pledge Agreement, without further
action required or monies due or payable by or on behalf of the Corporation for
the benefit of the Holder(s), the Corporation shall be entitled, as to each
Holder, to treat as redeemed the aggregate liquidation preference of 6.5% Fixed
Coupon Redeemable Preferred Stock, Series A equal to the U.S. dollar amount to
which such Holder has become legally entitled and which has been received by or
on behalf of such Holder through the operation of Article V of the Share Account
Pledge Agreement (such amount to be reflected in a per share calculation
assuming a $10,000.00 face amount). In such event, each affected Holder agrees
to use its best efforts to cooperate with the Corporation in executing such
instruments (including instruments facilitating a redemption of such Preferred
Stock) as may be necessary to discharge any obligation with respect to the
aggregate liquidation preference of 6.5% Fixed Coupon Redeemable Preferred
Stock, Series A equal to the U.S. dollar amount to which such Holder has become
legally entitled and which has been received by or on behalf of such Holder


                                       10
<PAGE>   11
through the operation of Article V of the Share Account Pledge Agreement, it
being the intent of this paragraph (6)(f) to avoid duplicative payments in
respect of the same underlying obligation.

         (7) Procedures for Redemption. (a) If the Corporation shall redeem
shares of 6.5% Fixed Coupon Redeemable Preferred Stock, Series A pursuant to
paragraph (6)(a), notice of such a redemption shall be given by or on behalf of
the Corporation by certified mail, return receipt requested, postage prepaid,
mailed not less than fifteen (15) days nor more than thirty (30) days prior to
such redemption date, to each holder of record of the shares of 6.5% Fixed
Coupon Redeemable Preferred Stock, Series A to be redeemed at such holder's
address as the same appears on the stock register of the Corporation and
confirmed by facsimile transmission to such holder of record if the Corporation
has been furnished in writing with such facsimile address by such holder;
provided, however, that neither the failure to give such notice nor confirmation
nor any defect therein or in the mailing thereof, to any particular holder,
shall affect the sufficiency of the notice or the validity of the proceedings
for redemption with respect to any other holders. Any notice that was mailed in
the manner herein provided shall be conclusively presumed to have been duly
given on the date mailed whether or not the holder receives the notice. Each
such notice shall state: (i) the redemption date; (ii) the number of shares of
6.5% Fixed Coupon Redeemable Preferred Stock, Series A to be redeemed and, if
fewer than all the shares held by such holder are to be redeemed, the number of
shares to be redeemed from such holder; (iii) the amount payable, in cash; (iv)
the place or places where certificates for such shares are to be surrendered for
payment of the redemption price; and (v) that dividends on the shares to be
redeemed will cease to accrue as of such redemption date, except as otherwise
provided herein.

         (b) If notice has been mailed as aforesaid, from and after the
applicable redemption date (unless default shall be made by the Corporation in
providing for the payment of the redemption price of shares of 6.5% Fixed Coupon
Redeemable Preferred Stock, Series A called for redemption and dividends accrued
and unpaid thereon), (i) except as otherwise provided herein, dividends on
shares of 6.5% Fixed Coupon Redeemable Preferred Stock, Series A so called for
redemption shall cease to accrue, (ii) said shares shall no longer be deemed to
be outstanding and (iii) all rights of the Holders thereof as holders of shares
of 6.5% Fixed Coupon Redeemable Preferred Stock, Series A shall cease, except
the right to receive from the Corporation the redemption price, in cash, without
interest thereon, upon surrender and endorsement and to receive any accrued and
unpaid dividends payable thereon, whether or not declared.

         (c) Upon surrender in accordance with the notice given by or on behalf
of the Corporation pursuant to this paragraph (7) of the certificates for any
shares of 6.5% Fixed Coupon Redeemable Preferred Stock, Series A so redeemed,
properly endorsed or assigned for transfer, if the Board of Directors shall so
require and the notice shall so state, such shares shall be redeemed by the
Corporation at the redemption price aforesaid, plus any accrued and unpaid
dividends payable thereon, whether or not declared. If fewer than all of the
outstanding shares of 6.5% Fixed Coupon Redeemable Preferred Stock, Series A are
to be redeemed by the Corporation, the number of shares to be redeemed shall be
determined by the Board of Directors and the shares to be redeemed shall be
selected pro rata based on the number of shares of Fixed Coupon Preferred Stock,
Series A held by such Holder on the date of the applicable Company redemption
notice with the redemption price of any fractional shares being determined on
the

                                       11
<PAGE>   12
percentage basis the liquidation preference of such fractional share bears to
the liquidation preference of a whole share of 6.5% Fixed Coupon Redeemable
Preferred Stock, Series A (assuming a $10,000.00 face amount). In case fewer
than all of the shares represented by any such certificate are redeemed, a new
certificate shall be issued by the Corporation, representing the non-surrendered
shares without cost to the holder thereof.

         (8) Governance. (a) The Holders of record of shares of 6.5% Fixed
Coupon Redeemable Preferred Stock, Series A shall not be entitled to any voting
rights, except as hereinafter provided in this paragraph (8) or as otherwise
provided by applicable law.

         (b) If and whenever either (i) the Corporation shall have failed to
discharge its Mandatory Redemption Obligation or (ii) there occurs a Bankruptcy
Event (any such event described in the preceding subparagraphs (i) and (ii)
being hereinafter referred to as a "Trigger Event"), a vote of the Holders (in
respect of which a majority shall be necessary for approval of matters submitted
to Holders) of shares of 6.5% Fixed Coupon Redeemable Preferred Stock, Series A,
voting together as a single class, will be required on all matters brought to
stockholders of the Corporation. Whenever the Corporation shall have fulfilled
its Mandatory Redemption Obligation and all Bankruptcy Events shall have been
cured (the "Trigger Event Cure"), then the right of the Holders of shares of
6.5% Fixed Coupon Redeemable Preferred Stock, Series A to vote as described in
this paragraph (8)(b) shall cease, but subject always to the same provisions for
the vesting of such voting rights if any Trigger Event occurs.

         (c) Upon the occurrence of any Trigger Event, the number of directors
then constituting the Board of Directors shall be increased by two (2) and the
Holders of shares of 6.5% Fixed Coupon Redeemable Preferred Stock, Series A,
together with the holders of the 13% Preferred Stock, 5% Preferred Stock, Series
A, 5% Cumulative Preferred, Series A, 5% Preferred Stock, Series B and Variable
Coupon Preferred Stock, Series A and shares of any other series of Preferred
Stock upon which like rights to vote for the election of two (2) additional
directors have been conferred and are exercisable (resulting from either the
failure to pay dividends (except with respect to the 6.5% Fixed Coupon
Redeemable Preferred Stock, Series A and Variable Coupon Preferred Stock, Series
A), the failure to redeem or the occurrence of a Bankruptcy Event) (the 6.5%
Fixed Coupon Redeemable Preferred Stock, Series A and any such other series
having such rights are collectively referred to as the "Preferred Shares"),
voting together as a single class regardless of class or series, shall be
entitled to elect the two (2) additional directors to serve on the Board of
Directors at any annual meeting of stockholders or special meeting held in place
thereof, or at a special meeting of the holders of the Preferred Shares, called
as hereinafter provided. Whenever all arrears in dividends on the Preferred
Shares (except with respect to the 6.5% Fixed Coupon Redeemable Preferred Stock,
Series A and Variable Coupon Preferred Stock, Series A) then outstanding shall
have been paid (as set forth in the instruments creating such Preferred Shares,
except with respect to the 6.5% Fixed Coupon Redeemable Preferred Stock, Series
A and Variable Coupon Preferred Stock, Series A) and dividends thereon for the
current quarterly dividend period shall have been paid or declared and set apart
for payment (as set forth in the instruments creating such Preferred Shares,
except with respect to the 6.5% Fixed Coupon Redeemable Preferred Stock, Series
A and Variable Coupon Preferred Stock, Series A), the Corporation shall have
fulfilled any redemption obligation in respect of the Preferred Shares, and the
Trigger Event Cure has occurred, then the right of the holders of 6.5% Fixed
Coupon Redeemable Preferred Stock, Series A and the Preferred Shares to

                                       12
<PAGE>   13
elect such additional two (2) directors shall cease, but subject always to the
same provisions for the vesting of such voting rights if any Trigger Event
occurs, and the terms of office of all persons elected as directors by the
holders of 6.5% Fixed Coupon Redeemable Preferred Stock, Series A and the
Preferred Shares shall forthwith terminate and the number of members of the
Board of Directors shall be reduced accordingly. At any time after such voting
power shall have been so vested in holders of shares of 6.5% Fixed Coupon
Redeemable Preferred Stock, Series A and the Preferred Shares, the Secretary of
the Corporation may, and upon the written request of any Holder of shares of
6.5% Fixed Coupon Redeemable Preferred Stock, Series A, addressed to the
Secretary of the Corporation at the principal office of the Corporation, shall,
call a special meeting of the holders of shares of 6.5% Fixed Coupon Redeemable
Preferred Stock, Series A and of the Preferred Shares for the election of the
two (2) directors to be elected by them as herein provided, such call to be made
by notice similar to that provided in the By-laws of the Corporation for a
special meeting of the stockholders of the Corporation or as required by
applicable law. If any such special meeting required to be called as above
provided shall not be called by the Secretary of the Corporation within twenty
(20) days after receipt of any such request meeting the requirements above, then
any Holder of outstanding shares of 6.5% Fixed Coupon Redeemable Preferred
Stock, Series A may call such meeting, upon the notice provided above, and for
that purpose shall have reasonable access to the stock register of the
Corporation in accordance with the By-laws of the Corporation and applicable
law. The directors elected at any such special meeting shall hold office until
the next annual meeting of the stockholders of the Corporation or special
meeting held in lieu thereof if such office shall not have previously terminated
as provided above. If any vacancy shall occur among the directors elected by the
holders of shares of 6.5% Fixed Coupon Redeemable Preferred Stock, Series A and
the Preferred Shares, a successor shall be elected by the Board of Directors,
upon the nomination of the then-remaining director elected by the holders of
shares of 6.5% Fixed Coupon Redeemable Preferred Stock, Series A and the
Preferred Shares or the successor of such remaining director, to serve until the
next annual meeting of the stockholders of the Corporation or special meeting
held in place thereof if such office shall not have previously terminated as
provided above.

         (d) Without the written consent of the Holders of at least 66 2/3% in
liquidation preference of the outstanding shares of 6.5% Fixed Coupon Redeemable
Preferred Stock, Series A or the vote of Holders of at least 66 2/3% in
liquidation preference of the outstanding shares of 6.5% Fixed Coupon Redeemable
Preferred Stock, Series A at a meeting of the Holders of shares of 6.5% Fixed
Coupon Redeemable Preferred Stock, Series A called for such purpose, the
Corporation will not amend, alter or repeal any provision of the Certificate of
Incorporation (by merger or otherwise), so as to adversely affect the
preferences, rights or powers of the 6.5% Fixed Coupon Redeemable Preferred
Stock, Series A; provided that any such amendment that changes the dividend
payable on or the liquidation preference of, the 6.5% Fixed Coupon Redeemable
Preferred Stock, Series A shall require the unanimous affirmative vote at a
meeting of Holders of shares of 6.5% Fixed Coupon Redeemable Preferred Stock,
Series A called for such purpose or written consent of the Holder of each share
of 6.5% Fixed Coupon Redeemable Preferred Stock, Series A.

         (e) Without the written consent of the Holders of at least 66 2/3% in
liquidation preference of the outstanding shares of 6.5% Fixed Coupon Redeemable
Preferred Stock, Series A or the vote of Holders of at least 66 2/3% in
liquidation preference of the outstanding shares of 6.5% Fixed Coupon Redeemable
Preferred Stock, Series A at a meeting of the Holders of shares

                                       13
<PAGE>   14
of 6.5% Fixed Coupon Redeemable Preferred Stock, Series A called for such
purpose, the Corporation will not issue any additional shares of 6.5% Fixed
Coupon Redeemable Preferred Stock, Series A or create, authorize or issue any
Parity Securities or Senior Securities or increase the authorized amount of any
such other class or series; provided that this paragraph (8)(e) shall not limit
the right of the Corporation to (i) issue shares of preferred stock as in-kind
dividends on the 5% Preferred Stock, Series A, 5% Preferred Stock, Series B, or
Variable Coupon Preferred Stock, Series A which shares of preferred stock would
have terms substantially identical to the 5% Series A, 5% Series B, and Variable
Coupon Preferred, Series A, as the case may be, or (ii) issue Parity Securities
or Senior Securities in order to refinance, redeem or refund the 13% Preferred,
5% Preferred Stock, Series A, 5% Cumulative Preferred, Series A, 5% Preferred
Stock, Series B, or Variable Coupon Preferred Stock, Series A; provided that the
maximum value of such Parity Securities or Senior Securities issued by the
Corporation in such refinancing as shall be reflected on the Corporation's
consolidated balance sheet prepared in accordance with GAAP or, in the case of
an unaudited consolidated balance sheet of the Corporation, prepared on a basis
consistent with the Corporation's prior practice and in each case, except as may
be indicated in the notes thereto, shall not exceed in the aggregate, the
aggregate value of the 13% Preferred, 5% Preferred Stock, Series A, 5%
Cumulative Preferred Series A, 5% Preferred Stock, Series B, or Variable Coupon
Preferred Stock, Series A, respectively, as reflected on the Corporation's
consolidated balance sheet as contained in the report (including all amendments
and supplements thereto) filed by the Corporation with the United States
Securities and Exchange Commission pursuant to the Exchange Act that is most
recent prior to such refinancing.

         (f) In exercising the voting rights set forth in this paragraph (8),
each share of 6.5% Fixed Coupon Redeemable Preferred Stock, Series A shall have
one vote per share, except that when any other series of Preferred Shares shall
have the right to vote with the 6.5% Fixed Coupon Redeemable Preferred Stock,
Series A as a single class on any matter, then the 6.5% Fixed Coupon Redeemable
Preferred Stock, Series A and one or more other series of Preferred Shares shall
have with respect to such matters one (1) vote per $1,000.00 of stated
liquidation preference. Except as otherwise required by applicable law or as set
forth herein, the shares of 6.5% Fixed Coupon Redeemable Preferred Stock, Series
A shall not have any relative, participating, optional or other special voting
rights and powers and the consent of the Holders thereof shall not be required
for the taking of any corporate action.

         (9) General Provisions. (a) The headings of the paragraphs,
subparagraphs, clauses and subclauses of this Certificate of Designation are for
convenience of reference only and shall not assist in the interpretation of,
define, limit or affect any of the provisions hereof.

         (b) The shares of 6.5% Fixed Coupon Redeemable Preferred Stock, Series
A shall bear the following legend:

          THE SHARES OF PREFERRED STOCK, PAR VALUE $0.01 PER SHARE, OF NTL
          INCORPORATED (THE "PREFERRED STOCK") REPRESENTED BY THIS CERTIFICATE
          MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION
          UNDER THE SECURITIES ACT OF 1933, AND ANY APPLICABLE STATE SECURITIES
          LAWS OR AN APPLICABLE EXEMPTION FROM SUCH REGISTRATION

                                       14
<PAGE>   15
          REQUIREMENTS. THE TRANSFER OF THE PREFERRED STOCK EVIDENCED BY THIS
          CERTIFICATE IS SUBJECT TO THE RESTRICTIONS ON TRANSFER PROVIDED FOR IN
          (1) THE TERM SHEET DESCRIBING THE PREFERRED STOCK ATTACHED AS AN
          EXHIBIT TO THE SHARE PURCHASE AGREEMENT, DATED AUGUST 4, 2000, AS
          AMENDED, BY AND AMONG NTL INCORPORATED, FRANCE TELECOM S.A., MORGAN
          STANLEY DEAN WITTER CAPITAL PARTNERS IV, LLC AND SUEZ-LYONNAISE DES
          EAUX S.A. AND (2) THE CERTIFICATE OF DESIGNATION UNDER WHICH THE
          PREFERRED STOCK WAS ISSUED, A COPY OF EACH OF WHICH IS ON FILE AT THE
          EXECUTIVE OFFICES OF NTL INCORPORATED AND WILL BE FURNISHED WITHOUT
          CHARGE TO THE HOLDER OF SUCH PREFERRED STOCK UPON WRITTEN REQUEST TO
          NTL INCORPORATED.

         (c) Upon any transfer of shares of 6.5% Fixed Coupon Redeemable
Preferred Stock, Series A permitted under paragraph (10) and applicable federal
and state securities laws, unless the certificates to be issued shall be
registered in the same name as the name in which such surrendered certificates
are registered, each certificate so surrendered shall be accompanied by
instruments of transfer, in form and substance satisfactory to the Corporation,
duly executed by the Holder or the Holder's duly authorized attorney and an
amount sufficient to pay any transfer or similar tax (or written evidence
satisfactory to the Corporation demonstrating that such taxes have been paid or
satisfied). All certificates so surrendered shall be canceled by the Corporation
or the transfer agent.

         (d) As promptly as practicable after the surrender by a Holder of a
certificate evidencing a greater number of shares of 6.5% Fixed Coupon
Redeemable Preferred Stock, Series A than the Corporation is redeeming in the
case of a redemption by the Corporation of shares of 6.5% Fixed Coupon
Redeemable Preferred Stock, Series A pursuant to paragraph (6)(a) or upon any
transfer of shares of 6.5% Fixed Coupon Redeemable Preferred Stock, Series A
permitted under paragraph (10) and applicable federal and state securities laws,
the Corporation shall issue and shall deliver to the applicable Person, or on
the Person's written order another Person, a certificate or certificates (which
certificate or certificates shall have the legend set forth in paragraph (9)(b))
representing the number of shares of 6.5% Fixed Coupon Redeemable Preferred
Stock, Series A held by such Person as a result of such transaction.

         (10) Transfer Restrictions. The Holder (or any permitted transferee of
the Holder) shall not sell or transfer or authorize the sale or transfer of any
shares of 6.5% Fixed Coupon Redeemable Preferred Stock, Series A to any Person,
other than (a) Compagnie Generale des Communications S.A. or (b) a wholly owned
direct or indirect subsidiary of the Holder based in one of the countries of the
European Union meeting the requirements with respect to credit rating described
in Section 5.12(f) of the Investment Agreement; provided that such transfer to
such Affiliate of the Holder will not (i) in the reasonable judgment of the
Holder result in an adverse effect on the credit rating of the Corporation or
NTL Communications Corp. and (ii) adversely affect the Corporation from a
regulatory perspective. Any attempted transfer or transfer of shares of 6.5%
Fixed Coupon Redeemable Preferred Stock, Series A not satisfying the
requirements of this paragraph (10) shall be null and void ab initio and will
not be recognized by the Corporation or recorded on the stock register of the
Corporation and any such transferee

                                       15
<PAGE>   16
          will not have any rights under this Certificate of Designation or
          otherwise with respect to such shares of 6.5% Fixed Coupon Redeemable
          Preferred Stock, Series A."



                                       16
<PAGE>   17
         IN WITNESS WHEREOF, NTL Incorporated has caused this Certificate of
Designation to be signed by the undersigned this 17th day of May 2001.


                                    NTL INCORPORATED

                                    By:/s/ Richard J. Lubasch
                                       ------------------------------
                                       Name:  Richard J. Lubasch
                                       Title: Executive Vice President, General
                                              Counsel and Secretary





                                       17